TERMS OF USE

1. Terms of Use

1.1 Thank you for using Training Register Add-in for Outlook (https://www.vinet.com.au/training-register) (the “Application”). The Application is offered by VInet Solutions NSW Pty Ltd ABN 29 643 308 829 of Level 2, 755 Hunter Street, Newcastle West, New South Wales, 2302 Australia (“VInet” “we”, “our”, or “us”).

1.2 These Terms of Use (“Terms”) together with any supplementary sales document (for example, an invoice) shall form the legal agreement between you and VInet (“Agreement”) and govern your use of all the text, data, information, software, graphics, photographs and more that we and our affiliates may make available to you (all of which we refer to as “Documentation”), including our websites and any services, plug-ins, add-ins, software or other trolls that we may provide through any of our websites or platforms (the “Platform” or “Website” and together with the Documentation, these “Service(s)”).

1.3 VInet “Users” are the people who have created a VInet account and are granted access to the Platform (also referred to as “Customer(s)”). If you are entering into these Terms on behalf of a company or other organisation, you hereby represent and warrant that you are authorised to enter into these Terms on behalf of such company or other organisation (“Authorised User”).

1.4 Please read these terms carefully before browsing the Website, using the Platform and/or procuring the Services. Using the Services indicates that you have both read and accepted these Terms. You cannot use these Services if you do not accept these Terms.

2. Scope

2.1 These Terms govern your use of the Services. The Services include the recording of the details of User scheduled appointments in a register on the Platform. You may access and use the Services only in accordance with these Terms.

2.2 When using the features of the Services, you are subject to any agreements, policies or guidelines applicable to such features that may be posted from time to time. All such agreements, policies or guidelines, including the Privacy Policy which is available at (www.vinet.com.au/privacy-policy) and the End User License Agreement which is available at (www.vinet.com.au/eula) are hereby incorporated by reference into the Agreement.

3. General use

3.1 We invite you to use these Services for your individual or enterprise purposes and not for the purposes of reselling (“Permitted Purposes”).

3.2 Subject to these Terms, we grant you a limited, non-exclusive and non-transferable license to use the Services (including the Documentation) following the set-up of an account as described below.

3.3 Aside from the rights in clause 3.2, you have no other rights in the Services and shall not use the Services for any purposes beyond the scope of the access granted in this Agreement. The Customer shall not at any time, directly or indirectly, and to the extent Customer is a company or other organisation, shall not permit any Authorised Users to:

(a) copy, modify, or create derivative works of the Services or Documentation, in whole or in part;

(b) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Documentation;

(c) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part;

(d) remove any proprietary notices from the Services or Documentation; or

(e) knowingly use the Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.

4. Account Setup

4.1 To use the Application, you need to set up an account (“Account”).

4.2 When you create an Account and are granted access to the Platform, we collect registration-related information, which includes your email address and your Authorised Users. For so long as you use the Account, you agree to provide true, accurate, current, and complete information that can be accomplished by logging into your Account and making relevant changes directly. You are responsible for complying with these Terms when you access the Services, whether directly or through any account that you may set up through or on this Website.

4.3 VInet or our billing processors collect your billing information. All information is protected in accordance with our Privacy Policy.

4.4 If your Account is paid for by another party for you to use (for example, paid and managed by your employer), the party paying for your Account has the right to control it, manage it, and get reports on your use of the Account. The party paying for your Account does not have rights nor access to your separate, personal Account(s) that are not paid for nor managed by that party.

5. Subscription Period and Subscription Fees

5.1 The subscription terms applicable to your Account (Subscription) are described in more detail on our pricing page (https://www.vinet.com.au/training-register-pricing) or as otherwise notified to you in writing.

5.2 You agree to pay all applicable fees related to your use of the Services which are described fully on our pricing page – (https://www.vinet.com.au/training-register-pricing) or as otherwise notified to you in writing (“Fees”). By providing a payment method, you expressly authorise us to charge the applicable Fees on said payment method as well as taxes and other charges incurred at regular intervals, all of which depend on your subscription and utilised Services. All payments of the Fees are non-refundable.

5.3 The Application will automatically renew for the same subscription period (“Renewal Term”) unless you cancel the account by the end of the then-current subscription period. For the Renewal Term, VInet will automatically charge your payment method in the amount of the then-current Fees for your type of account, plus applicable taxes. Each Renewal Term may include a price increase in accordance with the terms outlined in the pricing page, or as otherwise notified to you prior to the start of the Renewal Term.

5.4 You can cancel your Account at any time within the Application by accessing the “billing” page, which is available at (https://www.vinet.com.au/training-register-account) or by emailing our team at admin@vinet.com.au. Cancellation will be effected at the discretion of VInet. Please note that after your Account has been cancelled, you may not be able to use or access the Platform and/or Services and you will not be entitled to a refund of any Fees that you have paid.

5.5 To the extent that payment mechanisms are provided through third parties, you agree that VInet will have no liability to you arising out of the acts or omissions of such third parties. If applicable, you agree to maintain current billing information.

6. Term and termination

6.1 This Agreement shall remain in effect until terminated by you or us.

6.2 We may, in our sole discretion, at any time and for any or no reason, suspend or terminate this Agreement with or without prior notice.

6.3 This Agreement will terminate immediately, without prior notice from us, if you fail to comply with any provision(s) of this Agreement. You may also terminate this Agreement by deleting the Application and all copies thereof from your computer.

6.4 Upon termination of this Agreement, you shall cease all use of the Application and delete all copies of the Application from your computer.

6.5 Termination of this Agreement will not limit any of our rights or remedies at law or in equity in case of breach by you (during the term of this Agreement) of any of your obligations under the present Agreement.

7. Legal Compliance

You agree to comply with all applicable laws and regulations regarding your use of the Website, Platform and Services. VInet reserves the right to investigate complaints or reported violations of our Terms and to take any action we deem appropriate, including but not limited to cancelling your Account, reporting any suspected unlawful activity to law enforcement officials, regulators, or other third parties and disclosing any information necessary or appropriate to such persons or entities relating to your profile, e-mail addresses, usage history, posted materials, IP addresses, and traffic information, as allowed under our Privacy Policy. You agree to promptly notify VInet if you are made aware of any unauthorised or illegal use of the Website.

8. Intellectual Property

Our Documentation and Services may contain our service marks or trademarks as well as those of our affiliates or other companies, in the form of words, graphics, and logos, and any and all intellectual property provided to Customer or any Authorised User in connection with the Services (“VInet IP”). Your use of our Services does not constitute any right or license for you to use VInet IP. Our Documentation and Services are also protected under applicable copyright laws. The copying, redistribution, use, or publication by you of any portion of our Documentation and Services is strictly prohibited. Your use of our Documentation and Services does not grant you ownership rights of any kind in our Website, Documentation or Services. VInet reserves all rights not expressly granted to the Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in or to the VInet IP.

9. Links to other websites

Our Platform, Website and/or use of our Services may contain links to third party websites. These links are provided solely as a convenience to you. By linking to these websites, we do not create or have an affiliation with or sponsor such third-party websites. The inclusion of links within our Platform, Website and/or Services does not constitute any endorsement, guarantee, warranty, or recommendation of such third-party websites. VInet has no control over the legal documents and privacy practices of third-party websites, and by using them, you may be giving those third parties permission to use or control your information in ways VInet would not. As such, you access any third-party websites at your own risk.

10. Unauthorised Activities

10.1 VInet authorises the use of these Services solely for the Permitted Purposes. Any other use of these Services beyond the Permitted Purposes is prohibited and, therefore, constitutes unauthorised use which may result in the violation of copyright laws, the deletion of your Account, or a block from using the Services. Unless you have written permission from us stating otherwise, you are not authorised to use these Services in any of the following ways (note that these are examples only, and the list below is not a complete list of everything that you are not permitted to do):

(a) to create a competing product, resell or broker the Services to any third-party;

(b) in a manner that modifies, publicly displays, publicly performs, reproduces, or distributes any of the Services;

(c) in a manner that violates any relevant law or these Terms, including but not limited to anything that is illegal in the jurisdiction where the User or Authorised User(s) is located;

(d) to stalk, harass, spam, or harm another individual, organisation, or business;

(e) to interfere with or disrupt the Services or servers or networks connected to the Services;

(f) to use any data mining, robots, or similar data gathering or extraction methods in connection with the Services;

(g) to disseminate any viruses, worms, or otherwise harmful code; or

(h) to attempt to gain unauthorised access to any portion of the Services or any other accounts, computer systems, or networks connected to the Services, whether through hacking, password mining, or any other means.

11. Privacy and Data

11.1 The User acknowledges and agrees that when using the Services, data may be transmitted over a medium that may be beyond the control of VInet. VInet assumes no liability for or relating to the delay, failure, interruption, destruction, or corruption of any data or other information transmitted in connection with use of the Services.

11.2 In providing the Services, VInet may collect certain “Personal Information” (as defined in the Privacy Act 1988 (Cth)).

11.3 Each party must comply with the requirements of the “Australian Privacy Principles”, the Privacy Act 1988 (Cth), any other applicable laws or codes governing Personal Information (together “Privacy Laws”).

11.4 The Customer warrants that it has obtained all necessary authorisations and consents, in accordance with the Privacy Laws, from each individual about whom VInet will receive Personal Information in connection with this Agreement, to allow the collection, storage, disclosure and use of that individual’s Personal Information in any manner that may be reasonably contemplated by this Agreement and/or as stated in the Privacy Policy. For further information regarding privacy, please review VInet’s Privacy Policy – found here: www.vinet.com.au/privacy-policy.

11.5 The Customer must not, and must ensure that its Authorised Users do not disclose any types of information classified as “Sensitive Information” (as defined in the Privacy Act 1988 (Cth)), including (without limitation) medical or health insurance information, genetic or biometric information, or information regarding race, national origin, religion, political affiliations, trade unions, criminal records, or sexual orientation.

12. Warranty Disclaimer

12.1 To the maximum extent permitted by law, the Services are provided “AS IS”, “WITH ALL FAULTS,” and “AS AVAILABLE” and VInet hereby disclaims all warranties, whether express, implied, statutory, or otherwise.

12.2 VInet specifically disclaims all implied warranties of merchantability, fitness for a particular purpose, and all warranties arising from course of dealing, usage, or trade practice.

12.3 To the maximum extent permitted by law, VInet makes no warranty of any kind that the VInet’s IP, or Services, or any products or results of the use thereof, will meet Customer’s or any other person’s requirements, operate without interruption, achieve any intended result, be compatible or work with any software, system, or other services, or be secure, accurate, complete, free of harmful code, or error-free.

12.4 Nothing in the Agreement excludes, restricts or modifies any terms, conditions, warranties or liabilities which are imposed or implied by any statute, including but not limited to the Competition and Consumer Act 2010 (Cth), and which by statute cannot be excluded, restricted or modified. Limitations and exclusions in this Agreement are made only to the maximum extent permitted by law.

13. Limitation of liability

13.1 To the maximum extent permitted by law, in no event will VInet be liable under or in connection with this Agreement under any legal or equitable theory, including breach of contract, tort (including negligence), and otherwise, for any:

(a) consequential, incidental, indirect, exemplary, special, enhanced, or punitive damages;

(b) increased costs, diminution in value or lost business, production, revenues, or profits;

(c) loss of goodwill or reputation;

(d) use, inability to use, loss, interruption, delay, or recovery of any data, or breach of data or system security; or

(e) cost of replacement goods or services, in each case regardless of whether VInet was advised of the possibility of such losses or damages or such losses or damages were otherwise foreseeable.

13.2 In no event will VInet’s aggregate liability or VInet’s indemnification obligations arising out of or related to this Agreement under any legal or equitable theory, including breach of contract, tort (including negligence), or otherwise exceed the greater of:

(a) the amount paid, if any, by you to VInet in connection with these terms in the twelve (12) months prior to the action giving rise to liability; or

(b) AU$100.00.

14. Indemnity

14.1 You agree to indemnify and hold harmless us, our employees, and our contractors from all demands, proceedings, losses, costs, damages, awards, fees, expenses, and/or liabilities of any nature including, without limitation, reasonable attorneys’ fees, in connection with or because of your violation of this Agreement or any law or regulation.

14.2 We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which case you will assist and cooperate with us in asserting any available remedies. You agree not to resolve any matter without our prior written consent. We will use reasonable efforts to notify you of any such request, action, or proceeding as soon as we become aware of it.

15. Third-Party Claim

You agree to indemnify and hold VInet, its parents, subsidiaries, affiliates, officers, agents, employees, resellers or other partners, and licensors harmless from any claim, demand, loss, or damages, including reasonable attorneys’ fees (“Losses”), resulting from any third-party claim, suit, action, or proceeding (“Third-Party Claim”) that the Customer data, or the use thereof in accordance with this Agreement, infringes or misappropriates such third party’s intellectual property rights or violates any applicable law or regulation and any Third-Party Claims based on Customers or any Authorised Users:

(a) negligence or willful misconduct;

(b) use of the Services in a manner not authorised by this Agreement;

(c) use of the Services in combination with data, software, hardware, equipment, or technology not authorized by VInet in writing; or

(d) modifications to the Services not made by VInet,
provided that Customer may not settle any Third-Party Claim against VInet unless VInet consents to such settlement, and further provided that VInet will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.

16. Force Majeure

16.1 For the purposes of this clause, “Force Majeure Event” is an act of war, revolution or terrorism; an act of God; pandemic or epidemic (not including COVID-19) or any other incident beyond the control of a party – in each case which could not have been prevented or foreseen through the exercise of reasonable skill and care.

16.2 If a Force Majeure Event occurs and prevents a party (“Affected Party”) performing its obligations, under this Agreement, that party must promptly notify the other party of the event, the time it started and likely duration, the extent that its obligations are affected and the measures proposed to remedy or mitigate its consequences. The Affected Party’s obligations are then suspected solely to the extent it is prevented from performing them by the Force Majeure Event. The Affected Party must:

(a) promptly take all necessary steps to remedy or mitigate the Force Majeure Event’s effects, so as to resume full performance of its obligations as soon as reasonably possible; and

(b) take all action reasonably practicable to mitigate any loss suffered by the other party as a result of its failure to carry out its obligations.

16.3 If the delay or failure exceeds 30 days, the other party may immediately terminate this Agreement on notice to the Affected Party and clause 5.4 will apply.

17. Dispute Resolution

17.1 Any dispute, difference or disagreement under this Agreement (“Dispute”) must be handled under this clause. However, nothing in this clause prevents a party seeking urgent interim or interlocutory relief from a court of law to preserve property or prevent irreparable harm. Further, if a party fails to comply with this clause, the other party need not comply with it before commencing proceedings in any court or tribunal of competent jurisdiction.

17.2 The parties will continue to perform the Agreement despite any Dispute, provided that either party may exercise any of its rights under this Agreement at any time.

17.3 A party wishing to resolve a Dispute must notify the other party describing the Dispute in sufficient detail for the other party to adequately evaluate it (the “Dispute Notice”). The parties must attempt to resolve any Dispute by agreement through their respective authorised representatives. Those discussions (and documentation tendered in connection with the Dispute) will be solely to resolve the Dispute on a “without prejudice” basis (unless expressly designated otherwise).

17.4 If those discussions fail to resolve the Dispute, a mediator will be selected by agreement of the Parties, or failing agreement within 10 Business Days, by The Australian Disputes Centre (“ADC”) under its “Commercial Mediation Guidelines” (on the request of either party). The parties will then use their reasonable efforts to resolve the dispute by mediation under ADC’s Commercial Mediation Guidelines”.

17.5 Either party may terminate the mediation at any time on notice to the other party and the mediator.

18. Notice

A notice, request, demand, consent or approval (“notice”) from a party to another (“Recipient”) must be in writing, addressed to Recipient and delivered by one of the following means (deemed delivery and receipt being as specified below for each method, provided that if the provisions below would deem a notice to be delivered / received on a non-business day or after 4pm on a business day, then the notice will be deemed to have been delivered / received on the next business day):

(a) delivered to Recipient’s address – deemed delivered/received at date and time of delivery;

(b) sent by registered mail to Recipient’s address – deemed delivered/received on the third business day after posting (within Australia) or on the tenth business day after posting (outside Australia);

(c) emailed to Recipient’s email address (deemed delivered/received when the sender gets a confirmation message from Recipient’s mail server indicating that the message was received by Recipient without error).

19. General Terms

19.1 This Agreement is governed by the laws in force in the state of New South Wales, Australia. Each party irrevocably submits to the non-exclusive jurisdiction of the courts in Sydney, South Australia, Australia and waives any objection to proceedings in any such court on the grounds of venue or on the grounds that the proceedings have been brought in an inconvenient forum.

19.2 This Agreement supersedes all previous agreements in respect of its subject matter and is the entire agreement of the parties with respect to that subject matter.

19.3 Nothing in this Agreement is to be construed as constituting one party as employer, agent or partner of the other party or in joint venture with the other party. No party has authority to bind or purport to bind the other party. For the avoidance of doubt, VInet is an independent contractor of the Customer.

19.4 No party may assign, novate or create an interest in its rights under this Agreement without the prior written consent of the other party.

19.5 A waiver of any right, power, authority, discretion or remedy must be in writing, signed by the party granting the waiver. A failure or delay in exercise, or partial exercise, of a right, power, authority, discretion or remedy does not result in a waiver of that right, power, authority, discretion or remedy.

19.6 All or part of any provision of this Agreement that is illegal, invalid or unenforceable will be severed from this Agreement and the remaining provisions (and parts of provisions) will continue in force.

19.7 Unless Customer has specifically notified VInet to the contrary in writing (including via email to support@vinet.com, legal@vinet.com, or marketing@vinet.com), VInet may disclose your company as a customer of VInet (if you use VInet for business purposes) and may use your company’s name and logo on the Website and in VInet’s promotional content in accordance with Customer’s brand guidelines or related documentation if provided by Customer. VInet will be granted a revocable, non-exclusive, non-sub-licensable, non-transferable, royalty-free right and license to use, display and reproduce such party’s name, logo, trademarks and service marks (the “Trade marks”). Both parties acknowledge that the other party’s Trademark is and will remain the exclusive property of such party.

20. Changes

20.1 We may amend our Terms at any time by publishing revised Terms on our Website and/or by sending an email to the address you gave us. If any changes are made to these Terms, we’ll post them on www.vinet.com.au/terms-of-service, so please be sure to check back periodically.

20.2 If you continue to use VInet after those changes are in effect, you agree to the revised Terms. Therefore, it is important for you to periodically review our Terms to make sure you still agree to them. If you object to any such modifications, your sole recourse will be to cease using this Website and/or Service.